2088                                        LAWS OF MARYLAND                                    Ch. 591

(IV)  THAT CONVERSION WILL NOT IMPAIR THE
CAPITAL OF THE ASSOCIATION NOR ADVERSELY AFFECT THE ASSOCIATION'S
OPERATIONS; AND

(V)  THAT NO PERSON, MEMBER, EMPLOYEE, OR
OTHERWISE WILL RECEIVE ANY INEQUITABLE GAIN OR ADVANTAGE BY
REASON OF THE CONVERSION; AND

(3)  MAY REQUIRE ANY CHANGES THAT ARE NECESSARY TO
ENSURE FULL DISCLOSURE OF ALL MATERIAL FACTS . ;

(4) MAY NOT ISSUE A CERTIFICATE OF AUTHORITY TO
COMMENCE BUSINESS TO A COMMERCIAL BANK UNLESS ALL THE
REQUIREMENTS OF THIS ARTICLE GOVERNING A COMMERCIAL BANK HAVE
BEEN MET;

(5) MAY MODIFY THE INITIAL CAPITALIZATION
REQUIREMENTS OF THE COMMERCIAL BANK IF THE BANK COMMISSIONER
DETERMINES THAT A MODIFICATION IS:

(I) REASONABLY REQUIRED TO PROTECT THE WELFARE
OF THE COMMERCIAL BANK; AND

(II) NOT DETRIMENTAL TO THE PUBLIC INTEREST OR
TO THE COMMERCIAL BANK; AND

(6) MAY ADOPT REGULATIONS TO CARRY OUT THE PROVISIONS
OF THIS PART V.

9-634.

WITHIN 60 DAYS OF THE FILING OF AN APPLICATION, IF THE BANK
COMMISSIONER FINDS THAT THE STOCK ASSOCIATION HAS MET THE
REQUIREMENTS OF § 9-633 OF THIS SUBTITLE, THE BANK COMMISSIONER
SHALL ISSUE TO THE CONVERTING ASSOCIATION A LETTER OF PRELIMINARY
APPROVAL OF THE CONVERSION,

9-635.

(A)  ON RECEIPT OF THE BANK COMMISSIONER'S LETTER OF
PRELIMINARY APPROVAL, THE BOARD OF DIRECTORS OF THE CONVERTING
ASSOCIATION SHALL CALL A MEETING OF THE MEMBERS FOR THE PURPOSE
OF CONSIDERING THE PLAN OF CONVERSION TO A BANKING INSTITUTION
COMMERCIAL BANK.

(B)  AT LEAST 10 DAYS, BUT NOT MORE THAN 90 DAYS, BEFORE THE
MEETING, THE CONVERTING ASSOCIATION SHALL MAIL NOTICE OF THE
MEETING TO ALL MEMBERS ENTITLED TO VOTE.

4

9-636.

A PROPOSED PLAN OF CONVERSION TO A BANKING INSTITUTION
COMMERCIAL BANK AND PROPOSED CHARTER AMENDMENTS TO CONFORM TO THE
CONVERSION REQUIRE APPROVAL BY A MAJORITY VOTE OF THE TOTAL